SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

Quarterly Report Under Section 13 or 15(d)

of the Securities Exchange Act of  1934

 

 

 

GRADCO SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

 

Registrant’s telephone number, including area code  (949) 754-0140

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes      ý  No      o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

 

Yes      o  No      ý

Applicable Only to Corporate Issuers:

 

Indicate the number of shares outstanding of each of the issuer’s

classes of common stock, as of the latest practicable date:

 

 

 

GRADCO SYSTEMS, INC.

INDEX

 

 

Part I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
	Consolidated Balance Sheets at December 31, 2003 (Unaudited) and March 31, 2003
	Consolidated Statements of Operations for the Three and Nine Months Ended December 31, 2003 and December 31, 2002 (Unaudited)
	Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2003 and December 31, 2002 (Unaudited)
	Notes to Unaudited Consolidated Financial Statements
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.  Quantitative and Qualitative Disclosures About Market Risk
Item 4.  Disclosure Controls and Procedures
Part II.  OTHER INFORMATION
Item 1.  Legal Proceedings
Item 2.  Changes in Securities
Item 3.  Defaults Upon Senior Securities
Item 4.  Submission of Matters to a Vote of Security Holders
Item 5.  Other Information
Item 6.  Exhibits and Reports on Form 8-K
Signature
Certifications

 

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PART 1. FINANCIAL INFORMATION

 

Item 1.    Financial Statements

 

GRADCO SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

 

		December 31, 2003			March 31, 2003
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	3,124		$	2,719
Restricted cash		600			1,000
Accounts receivable, less allowance for doubtful accounts of $232 and $212, respectively		3,755			4,092
Inventories, less allowance for obsolescence of  $338 and $354, respectively		672			714
Prepaid expenses and refundable deposits		127			438
Total current assets		8,278			8,963
Property and equipment, net		304			160
Cash surrender value of life insurance		281			251
Other assets		1,120			1,270
		$	9,983		$	10,644
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	2,231		$	1,372
Note payable to bank		466			416
Notes payable to suppliers		2,304			3,350
Accrued expenses		178			166
Income taxes payable		258			261
Net liabilities of discontinued operations		47			79
Total current liabilities		5,484			5,644
Deferred compensation obligation		367			328
Shareholders’ equity:
Common stock, no par value; authorized 30,000,000 shares, 229,026 shares issued and outstanding at December 31, 2003 and 264,205 shares at March 31, 2003		44,786			46,454
Accumulated deficit		(43,482		)	(42,225		)
Accumulated other comprehensive income		2,828			2,112
Less cost of common stock in treasury, no shares at December 31, 2003 and 35,179 shares at March 31, 2003		—			(1,669		)
Total shareholders’ equity		4,132			4,672
		$	9,983		$	10,644

 

See accompanying notes to unaudited consolidated financial statements.

 

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GRADCO SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share amounts)

 

(Unaudited)

 

		Three Months Ended						Nine Months Ended
		December 31, 2003			December 31, 2002			December 31, 2003			December 31, 2002
Revenues:
Net sales		$	3,138		$	4,526		$	12,328		$	13,243
Development engineering services		8			—			885			433
Licenses and royalties		2			3			6			12
		3,148			4,529			13,219			13,688
Costs and expenses:
Cost of sales		2,633			4,022			10,426			10,931
Research and development		35			737			214			1,223
Selling, general and administrative		1,181			1,174			3,452			3,777
Foreign currency transaction losses		148			(19		)	419			309
		3,997			5,914			14,511			16,240
Loss from operations		(849		)	(1,385		)	(1,292		)	(2,552		)
Interest expense		(2		)	—			(10		)	(1		)
Interest income		4			5			13			18
Loss from continuing operations before income taxes and minority interest		(847		)	(1,380		)	(1,289		)	(2,535		)
Income tax expense		—			2			2			2
Minority interest		—			(11		)	-			(40		)
Loss from continuing operations		(847		)	(1,371		)	(1,291		)	(2,497		)
Income from discontinued operations		3			—			34			153
Net loss		$	(844	)	$	(1,371	)	$	(1,257	)	$	(2,344	)
Basic and diluted loss per common share:
Continuing operations		$	(3.70	)	$	(5.99	)	$	(5.64	)	$	(10.89	)
Discontinued operations		.01			-			.15			.67
Total		$	(3.69	)	$	(5.99	)	$	(5.49	)	$	(10.22	)
Weighted average shares outstanding, basic and diluted		229,026			228,971			229,026			229,292

 

See accompanying notes to unaudited consolidated financial statements.

 

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GRADCO SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

 

(Unaudited)

 

		Nine Months Ended
		December 31, 2003			December 31, 2002
Cash flows from operating activities:
Loss from continuing operations		$	(1,291	)	$	(2,497	)
Adjustments to reconcile loss from continuing operations to net cash used in operating activities:
Depreciation		31			48
Amortization		62			425
Loss on sale of property and equipment		26			17
Provision for (recoveries of) losses on accounts receivable		3			(97		)
Provision for losses on inventories		3			89
Minority interest		—			(40		)
Decrease in accounts receivable		706			895
Decrease in inventories		137			59
Decrease in prepaid expenses and refundable deposits		348			147
Decrease in other assets		543			1,181
Increase (decrease) in accounts payable		677			(406		)
Decrease in notes payable to suppliers		(1,398		)	(584		)
Decrease in accrued expenses		(6		)	(644		)
Decrease in income taxes payable		(3		)	(27		)
Decrease in other liabilities		—			(4		)
Total adjustments		1,129			1,059
Net cash used in operating activities		(162		)	(1,438		)
Cash flows from investing activities:
Acquisition of property and equipment		(174		)	(41		)
Proceeds from sale of property and equipment		1			6
Net cash used in investing activities		(173		)	(35		)
Cash flows from financing activities:
Reduction in cash pledged as security for notes payable to bank		400			—
Acquisition of treasury stock		—			(1		)
Net cash provided by (used in) financing activities		400			(1		)
Effect of exchange rate changes on cash		338			309
Net increase (decrease) in cash and cash equivalents
from continuing operations		403			(1,165		)
Net increase in cash and cash equivalents from discontinued operations		2			175
Net increase (decrease) in cash and cash equivalents		405			(990		)
Cash and cash equivalents at beginning of period		2,719			3,597
Cash and cash equivalents at end of period		$	3,124		$	2,607
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest		$	10		$	1
Income taxes		$	5		$	29

 

See accompanying notes to unaudited consolidated financial statements.

 

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GRADCO SYSTEMS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1:  INTERIM ACCOUNTING POLICY AND STOCK-BASED COMPENSATION

 

Interim Accounting Policy

 

The accompanying unaudited consolidated financial statements include the accounts of Gradco Systems, Inc. and its wholly and majority-owned subsidiaries (the “Company”).  All significant intercompany balances and transactions have been eliminated in consolidation.

 

In the opinion of the Company’s management, the information furnished herein reflects all known accruals and adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the financial position of the Company at December 31, 2003 and the results of operations and cash flows for the three and nine months ended December 31, 2003 and 2002.  Although the Company believes that the disclosures in these financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission.  Results of operations for interim periods are not necessarily indicative of results of operations to be expected for the full year.

 

The financial information included in this quarterly report should be read in conjunction with the consolidated financial statements and related notes thereto in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2003.

 

Stock-Based Compensation

 

The Company accounts for stock-based compensation using the intrinsic value method as prescribed by APB Opinion No. 25, “Accounting for Stock issued to Employees”, and, effective March 31, 2003, has adopted Statement of Financial Accounting Standards (“SFAS”) No. 148, “Accounting for Stock-Based Compensation –Transition and Disclosure” (“SFAS 148”) that supercedes SFAS 123, “Accounting for Stock-Based Compensation”.  SFAS 148 requires pro forma disclosures of net income and net income per share as if the fair value based method of accounting for stock-based awards had been applied for employee grants.  It also requires disclosure of option status on a more prominent and frequent basis.  The Company accounts for stock options and warrants issued to non-employees based on the fair value method, but has not elected this treatment for grants to employees and board members.  Under the fair value based method, compensation cost is recorded based on the value of the award at the grant date and is recognized over the service period.  Accordingly, no compensation cost has been recognized on the Incentive Stock Options.  Had compensation cost been determined consistent with SFAS 148, there would have been no change in results of operations for the periods presented.

 

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NOTE 2:  REALIZATION OF ASSETS

 

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.  However, the Company has sustained substantial losses from operations in recent years.  In addition, the Company has used, rather than provided, cash in its operations and has experienced a significant reduction in its sales volume.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon growth of revenues and the success of future operations.  The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

 

Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue in existence: the Company has shut down the operations of Venture Engineering, Inc. (“Venture”, see Note 4), reduced the size of its workforce and reduced other costs in an attempt to conserve cash.  The Company’s survival as a going concern is dependent on the development of new sources in Japan and South Korea for the manufacture and engineering of products and the obtaining of tooling for such manufacture within the limits of its financial resources.  See also Note 11 regarding potential sale of Company.  However, there can be no assurance that these activities will be sufficient to reduce expenses quickly and sufficiently enough to meet declining revenues, if they persist.

 

NOTE 3:  RECENT ACCOUNTING PRONOUNCEMENTS

 

In May 2003, the Financial Accounting Standards Board issued Statement No. 150 (“SFAS 150”), “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” This statement establishes standards for how an issuer classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity.  In accordance with the standard, financial instruments that embody obligations for the issuer are required to be classified as liabilities.  SFAS 150 is effective for all financial instruments created or modified after May 31, 2003, and otherwise was effective for the first interim period beginning after June 15, 2003.  The adoption of SFAS 150 did not have a material effect on the Company’s consolidated financial position or results of operations.

 

NOTE 4:  DISCONTINUED OPERATIONS

In fiscal 2002, the Company announced its intention to shut down Venture, one of its wholly-owned subsidiaries.  The Board of Directors approved a plan to dispose of the business, which was substantially completed by March 31, 2002.

 

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The disposal of Venture has been accounted for as a discontinued operation and, accordingly, its net liabilities have been segregated from continuing operations in the accompanying consolidated balance sheets, and its operating results are segregated and reported as discontinued operations in the accompanying consolidated statements of operations and cash flows.

 

The $3,000 and $34,000 of income from discontinued operations in the three and nine months ended December 31, 2003, respectively, was from the adjustment of liabilities, net of general and administrative expenses, and the collection of fully reserved accounts receivable.

 

The net liabilities, excluding cash of $9,000 and $25,000 as of December 31, 2003 and March 31, 2003, respectively, of the discontinued operations of Venture included in the accompanying consolidated balance sheets as of December 31, 2003 and March 31, 2003 are as follows (dollars in thousands):

 

		December 31, 2003			March 31, 2003
		(unaudited)
Accounts payable		$	47		$	76
Income taxes payable		—			3
Net liabilities of discontinued operations		$	47		$	79

 

NOTE 5:  DETAILS OF CERTAIN CONSOLIDATED BALANCE SHEET CAPTIONS

 

Inventories are summarized as follows (Dollars in Thousands):

 

		December 31, 2003			March 31, 2003
		(unaudited)
Raw materials		$	258		$	306
Finished goods		752			762
Allowance for obsolescence		(338		)	(354		)
		$	672		$	714

 

Other assets are summarized as follows:

 

		December 31, 2003			March 31, 2003
		(unaudited)
Non-Refundable Tooling Advances		$	530		$	614
Deposits		297			282
Investments		138			175
Canon License		146			167
Distribution license for Dippin’ Dots ice cream		9			32
		$	1,120		$	1,270

 

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NOTE 6:  INCOME TAXES

 

The Company has federal net operating loss carryforwards (“NOLs”) for tax reporting purposes of $22.9 million, which will expire in fiscal 2004 through 2023 if not utilized.  These NOLs are utilizable by the Company and its domestic subsidiary.  The Company’s foreign subsidiaries in Japan also have NOLs in the amount of 1,158 million Yen ($10.8 million) which will expire in fiscal 2004 through 2008 if not utilized.  Management has determined at this time that it is not deemed likely these NOLs can be utilized and therefore a valuation allowance has been established for the full amount of deferred tax assets.  The amounts shown as income tax expense reflect only required minimum amounts due under local jurisdictions.

 

NOTE 7:  EARNINGS (LOSS) PER SHARE

 

Basic EPS is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period.  Diluted EPS reflects the potential dilution that could occur if stock options and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.  For all periods presented, the net earnings (loss) available to common shareholders is the same for both basic and diluted EPS and is equal to the net earnings (loss) stated in the Consolidated Statements of Operations.  There is no difference in average shares outstanding between diluted and basic in both periods presented because potentially dilutive securities would have been antidilutive.  There were 10,170 potentially dilutive securities excluded from the computation of earnings (loss) per share in the three and nine-month periods ended December 31, 2003 and 2002.

 

NOTE 8:  COMPREHENSIVE INCOME

 

Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income” (“SFAS 130”), establishes standards for reporting and displaying of comprehensive income and its components in the Company’s consolidated financial statements.  Comprehensive income is defined in SFAS 130 as the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from nonowner sources.  Total comprehensive losses were $149,000 and $541,000 for the three months and nine months ended December 31, 2003, respectively and $1,219,000 and $1,390,000 for the three months and nine months ended December 31, 2002.  The difference from net loss as reported is the change in the cumulative currency translation adjustment.

 

NOTE 9:  TREASURY STOCK

 

In fiscal 2000, the Company began acquiring shares of its common stock in connection with a stock repurchase program announced in March 1999 which authorizes the Company to purchase up to 66,667 common shares from time to time on the open market.  The Company did not make any purchases during the nine months ended December 31, 2003 and purchased 684 shares during the nine months ended December 31, 2002 at an aggregate cost of $1,000.  The Company retired all 35,179 treasury shares during the quarter ended September 30, 2003.

 

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NOTE 10:  SEGMENT INFORMATION

 

The majority of the Company’s operations are in one industry segment, the design, development, production and marketing of intelligent paper handling devices for the office automation market.  Two of the Company’s subsidiaries, Gradco (Japan) Ltd. and Gradco (USA) Inc. operate in this segment.  Gradco Technology Ltd. (a majority-owned subsidiary of GJ) focuses on developing markets for new technologies and products, including those of Dippin’ Dots ice cream, accounts for the remainder. Venture, whose operations are reflected as discontinued, operated in an industry segment involved in high technology engineering and manufacturing services.  The following table reflects information by reportable segments for the three and nine-month periods ended December 31, 2003 and 2002 (in thousands):

 

		Revenues			Net Income (loss)			Assets
Three Months Ended 12/31/03
Paper handling devices		$	2,705		$	(583	)	$	22,108
New technology/products		443			(102		)	817
Discontinued operations		—			3			9
Corporate		—			(162		)	5,468
Inter-segment & corporate eliminations		—			—			(18,419		)
Consolidated		$	3,148		$	(844	)	$	9,983
Three Months Ended 12/31/02
Paper handling devices		$	4,095		$	(1,127	)	$	25,648
New technology/products		434			(83		)	857
Discontinued operations		—			—			51
Corporate		—			(161		)	5,419
Inter-segment & corporate eliminations		—			—			(19,731		)
Consolidated		$	4,529		$	(1,371	)	$	12,224
Nine Months Ended 12/31/03
Paper handling devices		$	11,621		$	(740	)	$	22,108
New technology/products		1,598			(171		)	817
Discontinued operations		—			34			9
Corporate		—			(380		)	5,468
Inter-segment & corporate eliminations		—			—			(18,419		)
Consolidated		$	13,219		$	(1,257	)	$	9,983
Nine Months Ended 12/31/02
Paper handling devices		$	11,966		$	(1,899	)	$	25,648
New technology/products		1,722			(74		)	857
Discontinued operations		—			153			51
Corporate		—			(524		)	5,419
Inter-segment & corporate eliminations		—			—			(19,731		)
Consolidated		$	13,688		$	(2,344	)	$	12,244

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NOTE 11:  PROPOSED MERGER

 

On October 13, 2003, the Company announced through a press release that it had reached a preliminary agreement pursuant to which a corporation formed by management of GJ would merge with the Company.  The new corporation would survive the merger and Gradco’s shareholders would receive approximately $10.00 per share for each share of the Company’s common stock.  This preliminary agreement is subject to the execution of a definitive agreement and approval of holders of a majority of the outstanding shares of the Company’s stock.

 

NOTE 12:  SUBSEQUENT EVENTS

 

Gradco Systems, Inc. and Gradco (Japan) Ltd. have asserted a claim against a vendor for damages as a result of the vendor terminating its relationship with them.  In October 2003, these discussions were concluded in principal with an offer from the vendor of 150,000,000 yen together with certain patents, release of GJ from any un-recovered tooling and R&D costs, and the continuation by the vendor to supply certain spare parts. This agreement, which has been embodied in a written document, was accepted by the Gradco board of directors in lieu of litigation against the vendor.  On January 30, 2004, the agreement was signed by both parties with the vendor issuing a promissory note due on March 31, 2004 in the amount of 149,750,050 yen.  In accordance with Financial Accounting Standards Board Statement No. 5, the Company will recognize the gain contingency of approximately $1.4 million upon receipt of the cash.

 

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Item 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

In addition to historical information, management’s discussion and analysis includes certain forward-looking statements, including those related to the Company’s growth and strategies, regarding events and financial trends that may affect the Company’s future results of operations and financial position.  The Company’s actual results and financial position could differ materially from those anticipated in the forward-looking statements as a result of competition, general economic and business conditions, changes in technology, fluctuations in the rates of exchange of foreign currency and other risks and uncertainties over which the Company has little or no control.

 

The Company’s operations are conducted principally through its wholly-owned subsidiaries Gradco (Japan) Ltd. (“GJ”) and Gradco (USA) Inc. (“GU”) and its majority-owned subsidiary Gradco Technology Ltd. (“GTL”). Venture Engineering, Inc. (“Venture”), another wholly-owned subsidiary, was involved with engineering and manufacturing activities.  The Board of Directors approved a plan to dispose of Venture, which was substantially completed by March 31, 2002.  This disposal has been accounted for as a discontinued operation and, accordingly, Venture’s net liabilities have been segregated from continuing operations in the accompanying consolidated balance sheets, and its operating results are segregated and reported as discontinued operations in the accompanying consolidated statements of operations and cash flows. See Note 4 of Notes to Unaudited Consolidated Financial Statements.

 

GJ and GU operate jointly in the development and marketing of products to their customer base, primarily OEMs.  Both companies sell into the U.S. domestic and foreign marketplace at similar profit margins, after elimination of intercompany profits.  Sales are denominated for the most part in Japanese yen and U.S. dollars, corresponding to the currency charged for the product by the contract manufacturer.  Although the gross profit margin percentage is thus protected from foreign currency fluctuations, translation gains and losses can still occur when receivables and payables are denominated in other than the local currency of each company.

 

The Company’s survival as a going concern is dependent on the development of new sources in Japan and South Korea for the manufacture and engineering of products and the obtaining of tooling for such manufacture within the limits of its financial resources.

 

Critical Accounting Policies

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses the Company’s consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America.  The preparation of these consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses.  On an ongoing basis, management evaluates its estimates, including those related to uncollectible receivables, excess and obsolete inventories, income taxes and contingencies.  Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.

 

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Management believes the following critical accounting policies affect our more significant judgments and estimates used in preparing the Company’s consolidated financial statements: revenue recognition, inventories and valuation allowances.

 

Revenues are recognized in accordance with SAB 101.  Revenues from product sales (“net sales”) are recorded as units or spare parts are shipped under “FOB ex-factory” contracts.  Revenues from development engineering service contracts are recognized as earned, which generally occurs as services are performed.  Licenses and royalties are recognized when all obligations of the appropriate agreements have been fulfilled.

 

Inventories are stated at the lower of cost or market.  Management evaluates its inventories on a regular basis and provides a reserve for excess and obsolete inventory to reduce the carrying value to its estimated net realizable value.  The inventory reserve is determined by analysis of customers’ current orders as well as future forecasts and spare parts commitment requirements.  A significant portion of the current reserve pertains to the wide format printer business previously undertaken by GTL.  In the event management adjusts its estimates of future salability, the value of the Company’s inventory may become under or overstated and recognition of such a change will affect cost of sales in a future period, which could materially affect the Company’s operating results and financial position.

 

The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make required payments.  These estimates are based on management’s evaluation of the ability of customers to make payments, focusing on current economic conditions, customer financial conditions, historical payment experience and aging of accounts receivable.  If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

 

The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized.  Management has considered estimated future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance.  Because of the Company’s operating losses over the last several years, both in the United States and Japan, a valuation allowance for the entire amount of deferred tax assets has been established.  Should the Company begin generating taxable income, the valuation allowance would be reduced.

 

Results of Operations

 

Revenues for the three months ended December 31, 2003 decreased $1,381,000 from the amount in the prior year’s quarter almost entirely due to a 31% decrease in net sales.  A 39% decrease in unit sales in the office automation market was partially offset by a stronger yen, which increased by 11% against the dollar when compared to the same period in the previous year.   The stronger yen caused an increase of $344,000 in revenue when yen denominated sales were translated into dollars.

 

Revenues for the nine months ended December 31, 2003 decreased $469,000 from the amount in the prior year’s comparable period.  Net sales decreased $915,000, or 7%, principally from a decrease of 37% in unit sales in the office automation market and a 12% decrease in sales of Dippin’ Dots ice cream by GTL.  These decreases were partially offset by a slightly stronger yen, which increased  6% against the dollar when compared to the same period in the previous year,

 

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causing an increase of $715,000 in revenue when yen denominated sales were translated into dollars.  In addition, there was $600,000 more of tooling sales in the current nine-month period over the same period in the prior year.  Customer-funded development engineering contracts in the current nine-month period amounted to $885,000 in revenue as compared to $433,000 in the prior year period.

 

Gross margin on net sales increased to 16.4% from 11.1% for the three months ended December 31, 2003 and 2002, respectively, principally because of a $275,000 charge taken in the prior year’s third quarter for amortization of nonrefundable tooling advances.  No such charge was taken in the current quarter.  Gross margin on net sales decreased to 15.5% from 17.5% for the nine months ended December 31, 2003 and 2002, respectively, primarily from external cost increases caused by a change in contract manufacturers.  The change in contract manufacturers may result in continuing gross margin percentage declines, which could be mitigated if volumes were to increase.

 

Research and development expenses (“R&D) in the current quarter totaled $35,000 compared to $737,000 in the prior year’s comparable period.  Included in the prior year expense was $712,000  incurred in connection with a development engineering project for which revenue of $741,000 was recognized in the first quarter of the current year.  R&D in the nine months ended December 31, 2003 and 2002 totaled $214,000 and $1,223,000, respectively.  Included in the current and prior year amounts are $128,000 and $1,141,000, respectively, incurred in connection with development engineering projects for which revenue of $885,000 and $433,000 was earned, respectively.  As was discussed in the Company’s March 31, 2003 Form 10-K, there was approximately $700,000 of R&D expenses incurred in the latter part of the prior fiscal year which were recovered through development engineering service billings in the amount of $741,000 during the quarter ended June 30, 2003.  The remaining R&D of approximately $25,000 per quarter in all periods is for internal R&D and reflects the restrictions placed on the Company by its limited financial resources.

 

Selling, general and administrative expenses (“SG&A”) in the current quarter totaled $1,181,000, 37.5% of revenues, compared to $1,174,000, 25.9% of revenues, in the prior year’s comparable period, an increase of $7,000.  There would have been a decrease, but the stronger yen caused the SG&A of GJ and GTL to translate into approximately $110,000 more in dollars.  There was also approximately $50,000 incurred in legal and professional fees related to the proposed merger.  For the nine months ended December 31, 2003 and 2002, SG&A totaled $3,452,000, 26.1% of revenues and $3,777,000, 27.6% of revenues, respectively, a decrease of $325,000.   Approximately $229,000 of this decrease was from the closure of the Company’s Belgium office made in the first quarter of the prior fiscal year.  The remainder of the decrease reflects the downsizing of the U.S. and Japanese operations undertaken by the Company.  The decrease would have been greater had it not been for the unfavorable translation of the yen into dollars and the merger-related fees mentioned above.

 

There was a foreign currency transaction loss of $148,000 and a gain of $19,000 in the quarters ended December 31, 2003 and 2002, respectively, a change of $167,000.  For the nine months ended December 31, 2003 and 2002, foreign currency transaction losses were $419,000 and $309,000, respectively, an increase of $110,000.

 

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As a result of the above factors, the loss from continuing operations before income taxes and minority interest decreased from $1,380,000 in the quarter ended December 31, 2002 to $847,000 in the current quarter and decreased from $2,535,000 in the nine months ended December 31, 2002 to $1,289,000 in the current nine-month period.  As discussed above, the Company has terminated the operations of Venture and now reflects its operating results as discontinued operations.  There was $3,000, $34,000 and $153,000 of income from discontinued operations in the current quarter and nine months ended December 31, 2003 and 2002, respectively.

 

Financial Condition

 

Working capital decreased to $2,794,000 at December 31, 2003 from $3,319,000 at March 31, 2003, primarily from the net loss for the period.  This decrease was partially offset by the effect of the strengthening yen, which caused an increase in net current assets denominated in yen when translated into dollars.  At December 31, 2003, the Company had $3,724,000 in cash and restricted cash, an increase of $5,000 from March 31, 2003.  Included in the December 31, 2003 cash and restricted cash balance of $3,724,000 is $600,000 pledged as security for a short-term note payable to bank in the amount of 50 million yen ($466,000).  The Company had no long-term debt at December 31, 2003 or March 31, 2003.

 

For the nine months ended December 31, 2003, net cash used in operating activities was approximately $0.2 million.  Approximately $2.5 million was provided by depreciation and amortization of $0.1 million, an increase in accounts payable of $0.7 million and decreases in accounts receivable, inventories, prepaid expenses and other assets of $0.7 million, $0.1 million, $0.4 million and $0.5 million, respectively.  Approximately $1.3 million was used to fund the loss from continuing and discontinued operations and another $1.4 million was used to fund decreases in notes payable to suppliers.  Net cash used in investing activities was $0.2 million for the purchase of property and equipment.  Net cash provided by financing activities of $0.4 million was due to a reduction in cash pledged as security for notes payable to bank.

 

Cash increased by $338,000 due to exchange rate changes for the nine months ended December 31, 2003.  The Company believes that its cash and credit facilities are adequate for its short-term needs, but its long-term survival is dependent upon the development of relationships and sources of working capital to enable it to compete in the highly competitive digital market.

 

Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Market risk is the potential loss arising from adverse changes in market rates and prices, such as foreign currency exchange and interest rates.  The Company is exposed to certain levels of market risks, especially changes in foreign currency exchange rates.  Interest rates currently have little effect on the Company since it has minimal interest-bearing debt.

 

The Company conducts a significant portion of its business in Japanese yen.  There have been substantial fluctuations between the yen and the U.S. dollar over the past several years and it is possible that such fluctuations will continue.  These fluctuations could have a material adverse effect on the Company’s revenues and results of operations.

 

The Company does not enter into derivatives or other financial instruments for trading or speculative purposes.

 

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Item 4.    DISCLOSURE CONTROLS AND PROCEDURES

 

(a)                Evaluation of Disclosure Controls and Procedures.  Based on their evaluation as of a date within 90 days of the filing date of this Form 10-Q, our principal executive officer and principal accounting officer have concluded that Gradco Systems, Inc.’s disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities and Exchange Act of 1934) are effective to ensure that information required to be disclosed by Gradco Systems, Inc. in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

 

(b)               Changes in Internal Controls over Financial Reporting.  There have been no significant changes in our internal controls over financial reporting or in other factors that could significantly affect our internal controls over financial reporting subsequent to the date that our principal executive officer and principal accounting officer carried out their evaluation.  However, the Company received a letter dated July 2, 2003 from Grant Thornton LLP expressing its opinion as to a material weakness involving the adequacy of the communication and coordination between GJ and senior management of the Company as it pertains to the classification and recording of accounting transactions.  The Audit Committee continues to carefully review the issue and has discussed it with both Grant Thornton LLP and management.  Without accepting or rejecting Grant Thornton LLP’s conclusions, the Audit Committee has begun the process of gathering information which addresses the issue raised to study what corrective action, if any, is warranted.

 

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PART II

OTHER INFORMATION

 

ITEM 1.		LEGAL PROCEEDINGS
		Not Applicable.
ITEM 2.		CHANGES IN SECURITIES
		Not Applicable.
ITEM 3.		DEFAULTS UPON SENIOR SECURITIES
		Not Applicable.
ITEM 4.		SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
		Not Applicable.
ITEM 5.		OTHER INFORMATION
		Not Applicable.
ITEM 6.		EXHIBITS AND REPORTS ON FORM 8-K
		(a)  Exhibits.
		31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.
		31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
		32 Section 906 Certification, as furnished by the Chief Executive Officer and Chief Financial Officer pursuant to SEC Releases No. 33-8212, 34-47551
		(b)  Reports on Form 8-K.
		Form 8-K, dated September 18, 2003 – Press Release announcing receipt of the proposed merger offer from the management of Gradco Japan.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, who is also signing as the Chief Financial Officer.

 

 

	GRADCO SYSTEMS, INC.
	Registrant
	By:
Date:  March 11, 2004	/s/ Harland L. Mischler
	Harland L. Mischler
	Executive Vice President, Chief Financial Officer

 

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